354-PD24-39 Consultant for CAD Replacement (1).pdf

Template revised June 2023

REQUEST FOR PROPOSALS

RFP #354-PD24-39

Project Title: CONSULTANT FOR CAD REPLACEMENT

Issue Date: 6 May 2024

Due Date: 31 May 2024 at 2pm ET

Issuing Department: CARY POLICE DEPARTMENT

Direct all inquiries concerning this RFP to:

Carolyn Hemming

Police Operations Project Manager

Email: carolyn.hemming@carync.gov

Table of Contents

1 REQUEST FOR PROPOSALS

1.1 Introduction

1.2 Purpose and Background

1.3 Notice to Vendors Regarding RFP Terms and Conditions

1.4 RFP Response Timeline

1.5 Pre-Proposal Conference/Site Visit .................................. Error! Bookmark not defined.

1.6 Proposal Questions

1.7 Proposal Submission Requirements and Contact Information

1.8 Rights to Submitted Material

2 PROPOSALS

2.1 Request for Proposal Document

2.2 Evaluation Criteria

2.3 Proposal Evaluation Process

2.4 Final Selection

2.5 Contract Term

2.6 Invoices

2.7 Notice to Proposers Regarding RFP Terms and Conditions

3 SCOPE OF SERVICES

4 COST PROPOSAL/EXECUTION OF PROPOSAL

5 REFERENCES

INSTRUCTIONS TO VENDORS

TOWN OF CARY STANDARD TERMS AND CONDITIONS

1 REQUEST FOR PROPOSALS

1.1 Introduction

The Town of Cary is seeking one or more qualified firm(s) with which to contract for the following services:

To assist with the assessment of the development of specifications and scope of work for purchase, implementation and project management for a Computer Aided Dispatch (CAD) for Law Enforcement, Fire and EMS.

The intent of this RFP is to receive a firm, delivered price for Consulting Services per the specifications and requirements outlined in this Request for Proposals.

A detailed scope of services is provided in Section 3 of this solicitation.

Information related to this solicitation, including any addenda, will be posted to the North Carolina electronic Vendor Portal (eVP) at https://evp.nc.gov/

1.2 Purpose and Background

The Town of Cary is looking to replace the current dispatch system with a fully functional, upgraded and contemporary system, implement new technologies and provide streamlined interoperability with emergency communication centers in surrounding jurisdictions.

The current CAD system lacks the stability of responsive, reliable customer service. The system is cumbersome to navigate and utilize, has limited functionality, and requires multiple actions to obtain information that is more easily accessed in up-to-date systems. High availability is a key requirement moving forward and the current system experiences workstation and system availability issues, hindering responsiveness to citizens, fire responders and officers in the field.

The Town of Cary seeks an innovative solution that allows for increased and expedient integration of new applications and platforms to support the quick response and rapid deployment of cutting-edge services across various current and future, integrated public safety platforms and entities.

Agency Statistics:

Population Served: Town of Cary: 177,000

Town of Morrisville: 31,000 Town of Apex: 75,000

Agencies involved in the project:

Cary Police Department (CAD): 35 CAD users Cary Fire Department (CAD): 15 users Morrisville Police Department (CAD): 57 CAD users Morrisville Fire Department (CAD): 7 users Apex Fire Department (CAD): 10 users

Computer Aided Dispatch Information 2023:

Total Calls for Service (including self-initiated):

Cary Police Department – 125,871 Cary Fire Department – 14,241 Apex Fire Department – 4,837 Morrisville Fire Department – 3,513

Morrisville Police Department – 54,101

Mobile Data Software Users:

Cary Police – 199 Cary Fire - 245 Morrisville Police Department – 46 Morrisville Fire Department – 61 Apex Fire Department - 120

1.3 Notice to Vendors Regarding RFP Terms and Conditions

It shall be the Vendor’s responsibility to read the Instructions, the Town’s terms and conditions, all relevant exhibits and attachments, and any other components made a part of this RFP and comply with all requirements and specifications herein. Vendors also are responsible for obtaining and complying with all Addenda and other changes that may be issued in connection with this RFP.

If Vendors have questions, issues, or exceptions regarding any term, condition, or other component within this RFP, those must be submitted as questions in accordance with the instructions in Section 1.6 Proposal Questions. If the Town determines that any changes will be made as a result of the questions asked, then such decisions will be communicated in the form of an RFP addendum. The Town may also elect to leave open the possibility for later negotiation and amendment of specific provisions of the Contract that have been addressed during the question submission period. Other than through this process, the Town rejects and will not be required to evaluate or consider any additional or modified terms and conditions submitted with Vendor’s proposal. This applies to any language appearing in or attached to the document as part of the Vendor’s proposal that purports to vary any terms and conditions or Vendors’ instructions herein or to render the proposal non-binding or subject to further negotiation. Vendor’s proposal shall constitute a firm offer. By execution and delivery of this RFP Response, the Vendor agrees that any additional or modified terms and conditions, whether submitted purposely or inadvertently, shall have no force or effect, and will be disregarded. Noncompliance with, or any attempt to alter or delete, this paragraph shall constitute sufficient grounds to reject Vendor’s proposal as nonresponsive.

If a Vendor desires modification of the terms and conditions of this solicitation, it is urged and cautioned to inquire during the question period, in accordance with the instructions in this RFP, about whether specific language proposed as a modification is acceptable to or will be considered by the Town.

Identification of objections or exceptions to the Town’s terms and conditions in the proposal itself shall not be allowed and shall be disregarded or the proposal rejected.

1.4 RFP Response Timeline

The RFP process shall adhere to the following schedule:

Note: All times shown as Eastern Time (ET).

RFP Process Date and time RFP posted 6 May 2024 Proposers Written Questions Due 17 May 2024 5:00 pm Town Responses to Proposers questions 22 May 2024 Proposal Submission Deadline 31 May 2024 2:00 pm Contract Award TBD Contract Effective Date Est. August 2024

1.5 Proposal Questions

Upon review of the RFP documents, Vendors may have questions to clarify or interpret the RFP in order to submit the best proposal possible. To accommodate the Proposal Questions process, Vendors shall submit any such questions by the above due date. The Town will not entertain any further questions after the due date. Written questions shall be emailed to Carolyn Hemming at carolyn.hemming@carync.gov by the date and time specified above. Vendors should enter “RFP #354-PD24-39: Questions” as the subject for the email. Questions submittals should include a reference to the applicable RFP section and be submitted in a format shown below:

Reference Vendor Question

RFP Section, Page Number Vendor question …?

Questions received prior to the submission deadline date, the Town’s response, and any additional terms deemed necessary by the Town will be posted in the form of an addendum to the North Carolina Electronic Vendor Portal (eVP), https://evp.nc.gov/solicitations, and shall become an Addendum to this RFP. No information, instruction or advice provided orally or informally by any Town personnel, whether made in response to a question or otherwise in connection with this RFP, shall be considered authoritative or binding. Vendors shall rely only on written material contained in an Addendum to this RFP.

1.6 Proposal Submission Requirements and Contact Information

Submittal Requirements and Contact Information Electronic responses ONLY will be accepted using the eBid button displayed on the eVP website. Proposals must be clearly marked with name of the submitting company, the RFP number and RFP title. Proposers must submit one (1) electronic version, submitted as a viewable and printable Adobe Portable Document File (PDF), on or before the submittal due date and time provided in Section 1.3. Submissions that do not comply with the stated submission method will be deemed non-responsive. The Town reserves the right to reject any or all proposals for any reason and to waive any informality it deems in its best interest. Any requirements in the RFP that cannot be met must be indicated in the proposal. Proposers must respond to the entire Request for Proposals (RFP). Any incomplete proposal may be eliminated from competition at the discretion of the Town.

Proposals must follow the format as defined in Section 2 PROPOSALS.

Respondents are cautioned not to make changes to any of the term and conditions in this solicitation.

Doing so may render a Respondent’s proposal unacceptable and unresponsive for award. Question and inquiries must be made in writing as outlined in Section 1.

IMPORTANT NOTE: All proposals shall be submitted on or before the proposal deadline in order to be considered timely, regardless of the method of delivery. This is an absolute requirement. All risk of late arrival due to unanticipated delay – whether delivered by hand, U.S. Postal Service, courier or other delivery service – is entirely on the Vendor. It is the sole responsibility of the Vendor to have the proposal submitted by the specified time and date of opening. The time of delivery will be marked on each proposal when received, and any proposal received after the proposal submission deadline will be rejected.

Proposals received after the “RFP Due” deadline above will not be considered. The Town reserves the right to reject any or all proposals for any reason and to waive any informality it deems in its best interest. Any requirements in the RFP that cannot be met must be indicated in the proposal. Proposers must respond to https://evp.nc.gov/solicitations/ the entire Request for Proposals (RFP). An incomplete proposal may be eliminated from consideration at the discretion of Cary.

1.7 Rights to Submitted Material

All proposals, responses, inquiries, or correspondence relating to or in reference to this RFP, and all reports, charts, and other documentation submitted by Proposers (other than materials submitted as and qualifying as trade secrets under North Carolina law) shall become the property of the Town when received and the entire proposal shall be subject to the public records laws of the State of North Carolina except where a proper trade secrets exception has been made by the Proposer in accordance with the procedures allowed by North Carolina law.

The Town reserves the right to retain all proposals submitted and to use any ideas in a proposal regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the Proposer of the conditions contained in this Request for Proposal.

2 PROPOSALS

Responses must follow the format outlined herein. The Town may reject as non-responsive at its sole discretion any proposal or any part thereof that is incomplete, inadequate in its response, or departs in any substantive way from the required format. Proposal responses shall be organized in the following manner:

1. Cover Letter/Letter of Intent Introduction letter with intent as it may pertain to the Request for Proposal.

2. Corporate Background and Experience

This section shall include background information on the organization and should give details of experience with similar projects. A list of five (5) references (including contact persons and telephone numbers) for which similar work has been performed shall be included, and the list shall include all similar contracts performed by the Proposer in the past three years. The evaluators will randomly select at least three of these references, but the evaluators reserve the right to contact all the references listed, if information from the three references contacted warrant further inquiry. The failure to list all similar contracts in the specified period may result in the rejection of the Proposer’s proposal. The evaluators may check all public sources to determine whether Proposer has listed all contracts for similar work within the designated period. If the evaluators determine that references for other public contracts for similar contracts were not listed, the evaluators may contact the public entities to make inquiry into Proposer’s performance of those contracts and the information obtained may be considered in evaluating Proposer’s proposal.

4. Project Understanding, Approach and Schedule This section shall include, in narrative, outline, and/or graph form the Proposer's approach to accomplishing the tasks outlined in the Scope of Work section of this RFP. A description of each task and deliverable and the schedule for accomplishing each shall be included.

5. Team Organization, Experience and Certifications/Qualifications This section must include the proposed staffing, deployment and organization of personnel to be assigned to this project. The Proposer shall provide information as to the qualifications and experience of all executive, managerial, legal, and professional personnel to be assigned to this project, including resumes citing experience with similar projects and the responsibilities to be assigned to each person.

6. Cost Proposal (Page with Pricing) The Cost Proposal shall be submitted and contain:

• Personnel costs (including hourly rates and total hours)

• Travel and Subsistence Expenses

• Subcontractor Costs (if any)

• Other Costs (e.g., office expenses)

• TOTAL COST: A total not to exceed cost representing the maximum amount for all work to be performed must be clearly indicated under this heading.

2.1 Request for Proposal Document

The RFP is comprised of the base RFP document, any attachments, and any addenda released before Contract award. All attachments and addenda released for this RFP in advance of any Contract award are incorporated herein by reference.

2.2 Evaluation Criteria

This is not a bid. There will not be a public bid opening. Proposals will be evaluated based on the following criteria:

Criteria (a) Weight

(b) Score (0-3)

(a) x (b) Weighted Score

Cover letter / Letter of Intent 0 Team Organization, References (Past Experience) 40

Project understanding and approach 40

Cost Proposal 20

Final Score

Score Points 0- Missing or Does Not Meet Expectation 2- Meets Expectation 1- Partially Meets Expectation 3- Exceeds Expectation

2.3 Proposal Evaluation Process

The Town shall review all Vendor responses to this RFP to confirm that they meet the specifications and requirements of the RFP.

The Town will conduct a One-Step evaluation of Proposals:

All proposals must be received by the issuing agency not later than the date and time specified on the cover sheet of this RFP.

At that date and time, the package containing the proposals from each responding firm will remain sealed and opened at the time of review. Interested parties are cautioned that these costs and their components are subject to further evaluation for completeness and correctness and therefore may not be an exact indicator of a Vendor’s pricing position.

At their option, the evaluators may request oral presentations or discussion with any or all Vendors for the purpose of clarification or to amplify the materials presented in any part of the proposal. Vendors are cautioned, however, that the evaluators are not required to request presentations or other clarification—and often do not. Therefore, all proposals should be complete and reflect the most favorable terms available from the Vendor.

Proposals will generally be evaluated according to completeness, content, and experience with similar projects, ability of the Vendor and its staff, and cost. Specific evaluation criteria are listed in 2.2 EVALUATION CRITERIA, above.

Vendors are cautioned that this is a request for offers, not an offer or request to contract, and the Town reserves the unqualified right to reject any and all offers at any time if such rejection is deemed to be in the best interest of the Town.

2.4 Final Selection

Proposals will be reviewed after opening and will be ranked in order of choice. A recommendation will then be presented to the Town Manager for approval to negotiate a contract with the #1 choice and, if unsuccessful, to then pursue negotiations with the #2 choice. All Proposers will be notified of their standing immediately following Town’s decision. Price quoted must be held firm for 90 days after the RFP is due.

The Town reserves the right to make an award without further discussion of the proposal submitted. The Town shall not be bound or in any way obligated until both parties have executed a contract. The Town also reserves the right to delay the award of a contract or to not award a contract. The RFP may be awarded by individual task or total proposal, whichever is most advantageous to the Town of Cary.

The general conditions and specifications of the RFP and the selected proposal, as amended by agreement between the Town and the selected Proposer including e-mail or written correspondence relative to the RFP, may become part of the contract documents. Failure of the awarded Contractor to perform as represented may result in elimination of the Contractor from competition or in contract cancellation or termination.

2.5 Contract Term

The Contract shall have an initial term determined by the scope of work and milestone dates, beginning on the date of contract award (the “Effective Date”).

2.6 Invoices

a) Invoices must be submitted to the Town of Cary Accounts Payable in email on the Contractor’s official letterhead stationery and must be identified by a unique invoice number. All invoice backup reports and spreadsheets must be provided in electronic format.

b) Invoices must bear the purchase order number to ensure prompt payment. The Vendor’s failure to include the correct purchase order number may cause delay in payment.

c) Invoices must include an accurate description of the work for which the invoice is being submitted, the invoice date, the period of time covered, the amount of fees due to the Vendor.

2.7 Notice to Proposers Regarding RFP Terms and Conditions

It shall be the Proposer’s responsibility to read the Instructions, the Town’s terms and conditions, all relevant exhibits and attachments, and any other components made a part of this RFP, and comply with all requirements and specifications herein. Proposers also are responsible for obtaining and complying with all addenda and other changes that may be issued in connection with this RFP.

3 SCOPE OF SERVICES

Awarded Contractor shall provide services, all as set forth in this RFP and more particularly described in this Section 3.

These specifications and scope of work are for the purpose of securing proposals for Public Safety Software Consulting Services. The services shall encompass the assessment of the agency’s need for software products and services available to establish a state-of-the-art integrated public safety solution to include:

• Computer Aided Dispatch (CAD) for Law Enforcement, Fire and EMS

At a minimum, the Town of Cary expects the new systems to include or accomplish the following functionality, features, integration, efficiencies, capabilities, etc.:

• A cloud-based or on-premise or hybrid cloud/on-prem solution for CAD

• Increased functionality for all users

• Reduce standalone systems

• Enhanced Automated Vehicle Location (AVL) and dynamic routing based on closest unit for all disciplines

• Turn by turn navigation organic in the product

• Increased GIS layer capabilities with user control to add/remove layers or details

• Providing easy to access information throughout the system

• Modern industry standard technology infrastructure

• Ability to input real-time information from mobile devices

• Ability to create ad hoc reports within CAD

• Ability to utilize wearables, cell phones and tablets

• Multifactor authentication capabilities

• Meeting or exceeding Criminal Justice Information Systems (CJIS) security standards

• Ability to seamlessly work on one platform, versus separate disparate databases

• All work to be performed by the software provider(s)

• CAD system includes and provides APIs to integrate new applications, additional platforms and various software systems

• CAD system must integrate with Records Management System (RMS) systems

• Ability to collaborate with CAD in other jurisdictions, counties and other CAD vendors

• Detail of cybersecurity policies

• Provide responsive 24/7 customer service

• Knowledge of North Carolina State Bureau of Investigation requirements

• Artificial intelligence (AI) and machine learning (ML) for call analysis and prediction

• Citizen self-reporting and communication tools

• Multi-agency and interoperable

The awarded contractor shall:

• Review, identify and document existing dispatch equipment, software, business processes, interfaces, data, reports, staff roles & responsibilities and any other pertinent information.

• Work with all Town of Cary and outside agency stakeholders to identify and document future CAD features envisioned by the Town of Cary.

• Ensure that a proposed new CAD system aligns with the current multi-agency capabilities for both police and fire call taking and dispatching, thoroughly examine the existing CAD infrastructure, conduct a comprehensive assessment of the current CAD setup, analyze functionality, integrations, and compatibility with multi-agency operations. This assessment should encompass a detailed review of the CAD's ability to handle diverse emergency situations, facilitate seamless communication and coordination among various agencies, and support efficient dispatching processes. It should also evaluate the scalability and flexibility to accommodate future growth and technological advancements. Prepare a detailed RFP for the implementation and replacement of CAD system reflective of the goals of the Town of Cary, including scope of work, parameters and functional benchmarking to validate functionality.

• Coordinate with Town of Cary staff on front-end RFP documents, RFP procurement process, RFP opening and contract award recommendations. Provide pre-vendor proposal support.

• Submit a detailed estimate for the cost of procurement based upon the completion of the drafted RFP and provide examples of projects where this was done, and the estimated staff time required to produce it.

• Assist and perform a technical and pricing analysis and evaluation of each proposal and rate the proposals with the Town of Cary staff including any best and final offers that may be requested by the Town of Cary from certain vendors. Present and discuss that evaluation to stakeholders. The consultant shall have the operational knowledge and technical expertise to recommend the proper equipment and applications needed for this project.

• Assist the Town of Cary staff and selected vendor with developing a statement of work and executing the contract.

• Organize and manage the vendor(s), system design, implementation, testing, and an adequate transition plan to avoid down time.

• Ensure the vendor is tasked with construction project management, project controls, cost and schedule reporting, change order support, quality assurance and control, overseeing acceptance testing plans and statements of work, managing network, Town of Cary implementation, cutover and training of administrators and all users.

• Go-live assistance from vendor, on site.

• Schedule and ensure all deliverables are completed successfully, according to the scope of work, on time and on budget and without interruption to any 911 and dispatch services.

• Vendor responsible for identifying and documenting post-implementation, long-term maintenance, support management plans and robust security of CJIS records with audits.

• Meet with and provide updates and direction to Town of Cary stakeholders as necessary

(progress reports, critical junctures and decisions).

The selected Consultant will be the CAD and mobile data expert on the project, working closely with the Town of Cary internal staff, executive management and vendors associated with the solutions to ensure success of the project.

The Town of Cary’s goal is to obtain the services of a Consultant who has a thorough understanding of the Law Enforcement/Fire/EMS/Emergency Dispatch field, especially in the State of North Carolina, extensive knowledge of public safety software providers, and extensive CAD and mobile data functionality experience with associated vendors. The Consultant should also have extensive experience with professional project management, business needs assessments, system selection and implementation of CAD and mobile data and possess current knowledge of “best of breed” software solutions.

4 COST PROPOSAL/EXECUTION OF PROPOSAL

By submitting this proposal, the potential contractor certifies the following:

• This proposal is signed by an authorized representative of the firm.

• The cost and availability of all equipment, materials, and supplies associated with performing the services described herein have been determined and included in the proposed cost.

• All labor costs, direct and indirect, have been determined and included in the proposed cost.

• The potential contractor has read and understands the conditions set forth in this RFP to include TOC general conditions/service terms, any addenda, and all attached exhibits and agrees to them with no exceptions.

By:

(Signature)

Name:

(Printed)

Title:

Date

5 REFERENCES

Offeror must supply (3) three Governmental Agency or Private Company references for which CAD consulting services have been performed during the past (5) five years. Include any North Carolina agencies where services have been performed, if applicable. Offerors are cautioned to provide accurate reference information. References will be checked during evaluation period.

OFFEROR: _________________________________________________________________

CITY, STATE, ZIP: __________________________________________________________

Reference # 1

Agency or Firm Name: ________________________________________________________

Business Address _____________________________________________________________

City: ______________________________ State: ________ Zip Code: _____________

Phone Number: (____) ______________________ Fax Number: (____) ________________

Email Address: ______________________________________________________________

Reference # 2

Agency or Firm Name: ________________________________________________________

Business Address _____________________________________________________________

City: ______________________________ State: ________ Zip Code: _____________

Reference # 3

Agency or Firm Name: ________________________________________________________

Business Address ____________________________________________________________

City: ______________________________ State: ________ Zip Code: _____________

INSTRUCTIONS TO VENDORS

1. READ, REVIEW AND COMPLY: It shall be the Vendor’s responsibility to read this entire document, review all enclosures and attachments, and any addenda thereto, and comply with all requirements specified herein, regardless of whether appearing in these Instructions to Vendors or elsewhere in this RFP document.

2. LATE PROPOSALS: Late proposals, regardless of cause, will not be opened or considered, and will automatically be disqualified from further consideration.

3. ACCEPTANCE AND REJECTION: The Town reserves the right to reject any and all proposals, to waive any informality in proposals and, unless otherwise specified by the Vendor, to accept any item in the proposal. If either a unit price or an extended price is obviously in error and the other is obviously correct, the incorrect price will be disregarded.

4. BASIS FOR REJECTION: The Town reserves the right to reject any and all offers, in whole or in part, by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered, non-compliance with the requirements or intent of this solicitation, lack of competitiveness, error(s) in specifications or indications that revision would be advantageous to the Town, cancellation or other changes in the intended project or any other determination that the proposed requirement is no longer needed, limitation or lack of available funds, circumstances that prevent determination of the best offer, or any other determination that rejection would be in the best interest of the Town.

5. EXECUTION: Failure to sign EXECUTION PAGE in the indicated space will render proposal non-responsive, and it shall be rejected.

6. ORDER OF PRECEDENCE: In cases of conflict between specific provisions in this solicitation or those in any resulting contract, the order of precedence shall be (high to low): (1) Contract Terms,

(2) RFP Terms, (3) Instructions in INSTRUCTIONS TO VENDORS, and (4) Vendor’s Proposal.

7. INFORMATION AND DESCRIPTIVE LITERATURE: Vendor shall furnish all information requested and, in the spaces, provided in this document. Further, if required elsewhere in this proposal, each Vendor must submit with their proposal sketches, descriptive literature and/or complete specifications covering the products offered. Reference to literature submitted with a previous proposal or available elsewhere will not satisfy this provision. Proposals that do not comply with these requirements shall be subject to rejection without further consideration.

8. MINORITY WOMEN BUSINESS ENTERPRISES (MWBE): The Town invites and encourages participation in this procurement process by minority women business enterprises (MWBE) in accordance with North Carolina General Statute 143-129.

9. DIVERSITY AND INCLUSION: The Town encourages vendors to have a diverse and inclusive project team involved in all aspects of this project.

10. CONFIDENTIAL INFORMATION: To the extent permitted by applicable statutes and rules, the Town will maintain confidential trade secrets that the Vendor does not wish disclosed. As a condition to confidential treatment, each page containing trade secret information shall be identified in boldface at the top and bottom as “CONFIDENTIAL” by the Vendor, with specific trade secret information enclosed in boxes or similar indication. Cost information shall not be deemed confidential under any circumstances. Regardless of what a Vendor may label as a trade secret, the determination whether it is or is not entitled to protection will be determined in accordance with G.S. 132-1.2. Any material labeled as confidential constitutes a representation by the Vendor that it has made a reasonable effort in good faith to determine that such material is, in fact, a trade secret under G.S. 132-1.2. Vendors are urged and cautioned to limit the marking of information as a trade secret or as confidential so far as is possible.

11. COMMUNICATIONS BY VENDORS: In submitting its proposal, the Vendor agrees not to discuss or otherwise reveal the contents of its proposal to any source, government or private, outside of the using or issuing agency until after the award of the Contract or cancellation of this RFP. All Vendors are forbidden from having any communications with the using or issuing agency, or any other representative therein, concerning the solicitation, during the evaluation of the proposals (i.e., after the public opening of the proposals and before the award of the Contract), unless the Town directly contacts the Vendor(s) for purposes of seeking clarification or another reason permitted by the solicitation. A Vendor shall not: (a) transmit to the issuing and/or using agency any information commenting on the ability or qualifications of any other Vendor to provide the advertised good, equipment, commodity;

(b) identify defects, errors and/or omissions in any other Vendor’s proposal and/or prices at any time during the procurement process; and/or (c) engage in or attempt any other communication or conduct that could influence the evaluation and/or award of the Contract that is the subject of this RFP. Vendors not in compliance with this provision may be disqualified, at the option of the Town, from the Contract award. Only those communications with the using agency or issuing agency authorized by this RFP are permitted.

12. WITHDRAWAL OF PROPOSAL: A Proposal may be withdrawn only in writing and actually received by the office issuing the RFP prior to the time for the opening of Proposals identified on the cover page of this RFP (or such later date included in an Addendum to the RFP). A withdrawal request must be on Vendor’s letterhead and signed by an official of the Vendor authorized to make such request.

Any withdrawal request made after the opening of Proposals shall be allowed only for good cause shown and in the sole discretion of the Town.

13. INFORMAL COMMENTS: The Town shall not be bound by informal explanations, instructions or information given at any time by anyone on behalf of the Town during the competitive process or after award. The Town is bound only by information provided in this RFP and in formal Addenda issued through the eVP website.

14. COST FOR PROPOSAL PREPARATION: Any costs incurred by Vendor in preparing or submitting offers are the Vendor’s sole responsibility; the Town will not reimburse any Vendor for any costs incurred prior to award.

15. VENDOR’S REPRESENTATIVE: Each Vendor shall submit with its proposal the name, address, and telephone number of the person(s) with authority to bind the firm and answer questions or provide clarification concerning the firm's proposal.

16. SUBCONTRACTING: Unless expressly prohibited, a Vendor may propose to subcontract portions of the work to identified subcontractor(s), provided that its proposal clearly describe what work it plans to subcontract and that Vendor includes in its proposal all information regarding employees, business experience, and other information for each proposed subcontractor that is required to be provided for Vendor itself.

17. INSPECTION AT VENDOR’S SITE: The Town reserves the right to inspect, at a reasonable time, the equipment/item, plant, or other facilities of a prospective Vendor prior to Contract award, and during the Contract term as necessary, for the Town determination that such equipment/item, plant or other facilities conform with the specifications/requirements and are adequate and suitable for the proper and effective performance of the Contract.

TOWN OF CARY STANDARD TERMS AND CONDITIONS

Notwithstanding anything to the contrary contained in Contractor’s Proposal or in base contract, the following terms and conditions and the RFP, if any, apply and take precedence and control over inconsistent, ambiguous or contrary terms and conditions in Proposal or Base Contract. However, if Proposal or Contract imposes a more stringent standard or obligation on Contractor then the more stringent standard or obligation shall apply.

1. Definitions. For the purpose of this Standard Terms and Conditions (‘Standard Terms’), the following definitions apply together with definitions contained in the body of these Standard Terms.

Base Contract – means the contract to which this is attached together with RFP and Proposal (if any).

Contract – means Base Contract together with this Standard Terms and Conditions (‘ST&C’).

Contractor’s Services or Services – mean all products and services to be provided by Contractor under Contract.

Proposal – means Contractor’s proposal as accepted by Town.

RFP – means an ‘invitation to bid’, ‘request for quotes’, ‘request for proposals,’ or the like.

2. Contractor Representations and Warranties. By executing Contract, Contractor represents and warrants that now and continuing for the term of Contract:

a. Contractor is fully qualified, skilled and capable of performing Services in a fully competent, professional and timely manner; shall exercise reasonable care and diligence in performing Services; shall act in accordance with generally accepted standards of Contractor’s practice throughout the U.S.; and shall comply with Contract and with all applicable federal, state and local laws, ordinances, rules and regulations (collectively ‘Laws and Regulations’);

b. Contractor is qualified to do business in North Carolina and will make all necessary filings and perform other actions required to remain in good standing with the North Carolina Secretary of State, and possesses all necessary licenses and certifications;

c. Contractor shall perform all Services in a timely manner in accordance with all schedules for the project or required under Contract, time being of the essence;

d. Contractor shall work in good faith with Town to meet requirements imposed by the federal or state government or other funding entity if grants are used to fund any portion of Contract;

e. The individuals signing Contract have the right and power to do so and bind Contractor to the obligations set forth herein, and such individuals do so personally warrant that they have such authority.

3. Deliverables; Taxes. If Services include the delivery of deliverables to Town, Contractor shall submit to Town all deliverables, including reports, technical memoranda, testing protocol, designs, drawings, specifications, electronic databases and the like (collectively ‘Deliverables’) in electronic form in read-only MS-Windows compatible format (including pdf formats). All drawings shall be CAD generated and shall be provided on electronic media downloadable onto an AutoCAD based system. In order to meet US Justice Department standards for Internet accessibility, all Deliverables (draft and final) intended for presentation on the Town of Cary's Web site must be provided in a manner and format compatible, consistent, and in compliance with all Town technology standards. Materials provided in PDF format must be screen-reader friendly and contain alternate text tags of no more than 34 characters for all graphics.

Unless otherwise provided, Contractor is responsible for all applicable taxes and license fees and shall acquire all licenses and permits as required by Laws and regulations.

4. Ownership of Documents and Copyright/Town Seal. All Deliverables and other works developed in the performance of this Contract (‘Documents’) shall be and become the property of Town and may be used on any other project without additional compensation to Contractor, provided that such other use shall be at the risk of the Town. If not provided to Town earlier, Contractor shall turn over to the Town in good unaltered condition, reproducible of all Documents within seven (7) days after Contract termination. Unless specifically agreed otherwise by Town, copyrights (if any) in Documents created under this Contract belong to Town. Town shall have a non-exclusive license to use Documents for which Contractor, or another, may own the copyright, if any. Contractor shall not use the seal of the Town of Cary.

5. Compensation, Default, Termination and Suspension.

a. Compensation. Compensation shall be as set forth in Base Contract, and is the total price for all Services. Compensation shall be paid at completion of Services unless specifically provided otherwise. At completion of Services, or the relevant phase (if applicable) Contractor shall submit invoices showing all Services performed, and such other details as may be required by Contract. Town shall pay invoices for which it makes no objection within 30 days of receipt of invoice.

b. Termination/Suspension for Convenience of the Town. Unless specifically provided otherwise, this Contract may be terminated without cause by the Town and for its convenience upon ten (10) days written notice to Contractor. Town may order Contractor in writing to suspend, delay or interrupt all or any part of Contractor’s services for the convenience of Town.

c. Termination after Breach. After seven (7) days written notice to the other party of its default or breach, this Contract may be terminated by the noticing party.

d. Compensation after Termination. (a) In the event of termination for the convenience of the Town, Contractor shall be paid that portion of Compensation that it has earned to the date of termination, plus an amount equal to (i) five percent (5%) of Compensation earned to date of termination or (ii) Contractor’s unearned Compensation, whichever is less, less any costs or expenses incurred or anticipated to be incurred by the Town due to errors or omissions of Contractor. (b) In the event of termination by reason of a material breach by the Town, Contractor shall be entitled to the same Compensation as it would have received had the Town terminated for convenience, and the Contractor expressly agrees that said compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result of such termination. (c) In the event of termination by reason of a material breach by Contractor, Contractor shall be paid that portion of Compensation that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by Town due to errors or omissions of Contractor or by reason of the Contractor's breach.

e. Provide Complete Documents. Should Contract be terminated for any reason, Town shall, nevertheless, have the right to require Contractor to (a) turn over to Town all finished, or unfinished Documents and (b) perform such additional effort as may be necessary to providing professionally certified and sealed drawings and to delivering to Town such certified and sealed drawings with respect to any phase or item of the Contractors services, for which effort the Contractor shall be compensated in accordance with Contract.

6. Insurance. Contractor and Contractor’s permitted subcontractors shall purchase and maintain on a primary basis and at its sole expense during the term and for three years after the termination of this Contract insurance for the following: protection from claims under Worker’s or Workmen’s Compensation Acts covering claims arising out of or related to bodily injury, including bodily injury, sickness, disease or death of any of Contractor’s employees or subcontractors; Commercial General Liability Insurance, including contractual liability and covering bodily injury, property damage, products and completed operations and personal injury;

Commercial Automobile Liability Insurance, including owned, hired and non-owned vehicles, if any, covering bodily injury and property damage; Cyber Liability covering infringement, information theft, release of private information, damage, destruction and alteration of electronic information, extortion, network security, breach response costs, and regulatory fines; and Professional Liability/Errors & Omissions Insurance (if applicable) covering claims arising out of or related to Contractor’s performance under this Contract.

Unless otherwise specified on Attachment 1, minimum limits of insurance coverage are:

General Liability $1,000,000 per occurrence $2,000,000 aggregate

Commercial Automobile Liability $1,000,000 CSL Commercial Excess Liability / Umbrella Policy $1,000,000 per occurrence Workers Compensation Statutory Limits Employer’s Liability $500,000 each accident Professional Liability $1,000,000 per claim Cyber Liability $2,000,000 per claim and aggregate

The Contractor may satisfy the insurance limits above with a combination of primary and umbrella/excess liability insurance policies. Umbrella/Excess liability shall follow form as to each of the underlying policies. Any available insurance proceeds in excess of or broader than the specified minimum limits of insurance and coverage shall be available to the Town.

The insurance policies are to contain, or be endorsed to contain, the following provisions:

Insurers The minimum insurance ratings for any company insuring the Contractor shall be Best's A-.

Should the ratings of any insurance carrier fall below the minimum rating, the Town may, at its option, require the Contractor to purchase insurance from a company whose rating meets the minimum standard. Contractor’s insurance carrier(s) shall be authorized to do business in the state of North Carolina. If Contractor is unable to find an authorized carrier for any line of insurance coverage, Contractor shall notify Town in writing.

Additional Insured Status All insurance policies (except Workers Compensation and Professional Liability) shall name the Town, its elected officials, officers, employees and volunteers as an additional insured.

Notice of Cancellation Each policy shall provide that the Town shall receive not less than thirty (30) days prior written notice, when available, of any cancellation or non-renewal of coverage of any of the policies.

Upon notice of such cancellation, non-renewal or if a policy’s limits are exhausted, Contractor shall procure substitute insurance so as to assure Town that the minimum limits of coverage are maintained continuously throughout the periods specified herein.

Primary Contractor’s insurance coverage shall be primary for any claims related to this agreement.

Waiver of Subrogation The insurer shall have no right of recovery or subrogation against Town, its agents or agencies, it being the intention of the parties that the insurance policies shall protect Town and be primary coverage for any and all losses covered by the policies.

Verification of Coverage A certificate of insurance and all endorsements required shall be provided at, or prior to, execution of this Contract. The Town’s review or acceptance of certificates of insurance shall neither relieve Contractor of any requirement to provide the specific insurance coverage set forth herein nor shall it constitute a waiver or acknowledgement of satisfaction of the specific insurance requirements set forth in this Contract.

Certificate Holder address should read:

Town of Cary PO Box 8005 Cary, NC 27512-8005

Special Risks or Circumstances The Town reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

7. Indemnification.

a. General Indemnity. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless the Town, its officers and employees, from and against all claims, costs, civil penalties, fines, losses, and damages (including but not limited to professionals’ fees and charges and all court or other dispute resolution costs), by whomsoever brought or alleged, arising out of, resulting from, or in connection with

(a) any breach by Contractor of any term or condition of Contract, (b) any breach or violation by Contractor of any applicable Law or Regulation, or (c) any other cause resulting from any act or failure to act by Contractor under this Contract, but only to the extent caused by any negligence or omission of Contractor. This indemnification shall survive the termination of Contract.

b. Intellectual Property Indemnity. To the fullest extent permitted by Laws and

Regulations, Contractor shall indemnify and hold harmless the Town, its officers and employees, from and against all claims, costs, civil penalties, fines, losses, and damages (including but not limited to all professionals’ fees and charges and all court or arbitration or other dispute resolution costs), by whomsoever brought or alleged, arising out of or related to infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes or products of a particular manufacturer expressly required by Town in writing (‘Town required design’). If Contractor has reason to believe the use of a Town required design is an infringement of an intellectual property right, Contractor shall be responsible for such loss unless such information is given to the Town immediately upon becoming aware of such possible infringement.

This indemnification shall survive termination of Contract.

8. Prohibited Contract terms. In no event shall there be any of the following without Town’s express prior written agreement: (i) any limitation on, or disclaimer of, implied or express warranties or the liability of Contractor; (ii) any limitation on damages, including a limitation on consequential damages; (iii) any requirement for arbitration or for mandatory mediation; (iv) any requirement that Town officials or employees keep information confidential or any requirement that records be kept confidential by the Town, unless the requirement for confidentiality meets the requirements of the Public Records Law (N.C.G.S. §132-1 et.seq.).

9. Independent Contractor. Contractor is an independent contractor and is solely responsible for its Services and the supervision of its employees and permitted subcontractors. All persons assigned by Contractor to provide Services pursuant to this Contract shall, for all purposes of this Contract, be considered employees of Contractor only. Contractor shall assume the sole and exclusive responsibility for the payment of wages to individuals for services performed under this Contract and the withholding of all applicable Federal, State, and local taxes, unemployment insurance, and maintaining workers compensation coverage in an amount and under such terms as required by law. If Town notifies Contractor in writing that any person providing Services appears to be incompetent, disorderly, or otherwise unsatisfactory to Town, such person shall be removed from the project and shall not again be employed on it except with the prior written consent of Town. No extension to any “Milestone Date” or completion date will be granted for replacement of such personnel or subcontractors.

10. Public Records. Contractor acknowledges that that records in the custody of Town are public records and subject to public records requests. Town may provide copies of such records, including copyrighted records, in response to public record requests, except that, upon request of and indemnification by Contractor, the Town will…